At its first meeting in each year, the Council must elect 1 of its members to be the President of the Society, and another to be its Vice-President.

A member who holds the office of President or Vice-President continues in office until his or her successor is elected, and is eligible for reelection (subject to section 5b).

A member who holds the office of President or Vice-President may—

If a person who holds the office of President or Vice-President ceases to be a member of the Council, the Council must elect 1 of its members to fill that vacancy in the office of President or Vice-President as soon as reasonably practicable.

The Vice-President of the Council has and may exercise or perform all the functions, duties, and powers of the President if—

The Vice-President is, while acting for the President, to be regarded as the President of the Council.

No act done by the Vice-President while acting for the President and no act done by the Council while the Vice-President is acting for the President, may in any proceedings be questioned on the ground that the occasion entitling the Vice-President to act had not arisen or had ceased.

Meetings of the Council are held at—

The Registrar or other appropriate officer must give each member of the Council notice of a meeting of the Council, but the Registrar or other appropriate officer is not required to give notice to a member who is absent from New Zealand.

At any meeting of the Council, the quorum necessary for the transaction of business is 5 members.

For the purposes of determining the quorum, a member who is a representative under clause 4 may be counted only once.

A meeting of the Council at which the quorum is present is competent to perform or exercise any of the functions, duties, and powers exercisable by the Council.

A member of the Council may be represented by another member of the Council (that other member is in this clause referred to as “a representative”).

A member of the Council may, by written notice to the Registrar or other appropriate officer, appoint a representative to represent the member on the Council, for 1 or more specific meetings that have been called or are proposed to be called, whenever the member is absent or unable to act as a member of the Council.

The appointment of a representative ceases if—

A notice referred to in subclauses (2) or (3) may be delivered by hand or sent by mail or electronic transmission.

Subject to subclause (6), a representative may vote on behalf of the member whom he or she represents, and has and may exercise all the powers, rights, privileges, and duties of that member.

A representative may not, in his or her capacity as representative,—

The voting and other powers that a person has as a representative are in addition to the powers that the person has as a member of the Council.

The President of the Council presides at each meeting of the Council if he or she is present and willing to preside.

If the President is not present or willing to preside at a meeting of the Council, the Vice-President, if present and willing to preside, presides.

If neither the President nor the Vice-President is present and willing to preside at a meeting of the Council, the members present must elect a member who is present to preside at that meeting.

All questions arising at any meeting of the Council are decided by a majority of the votes cast by the members present.

The person presiding at the meeting has a deliberative vote, and, in the case of an equality of votes, also has a casting vote.

No member of the Council is entitled to be present or vote or otherwise participate in the capacity of a member of the Council at any part of a meeting of the Council where any matter relating to the member’s registration, suspension, competence, fitness to practise, or discipline under this Act is being considered.

The President may circulate, by letter or electronic transmission, to each member of the Council a document setting out a draft resolution and requesting each member to assent to the resolution within a specified period of at least 3 clear days.

If a majority of the members of the Council, by letter or electronic transmission, signs or assents to a resolution circulated under subclause (1), the resolution is as valid and effective as if it had been passed at a meeting of the Council duly called and constituted.

Any such resolution may consist of several documents that are similar in form, each signed or appearing to have been sent by 1 or more members.

Every such resolution must be tabled at the next meeting of the Council held after the date on which the resolution takes effect.

The contemporaneous linking together by telephone or videolink or other means of communication of a number of members of the Council, being not less than the quorum stated under clause 3(3), whether or not 1 or more of those members are out of New Zealand, is to be taken as constituting a meeting of the Council to which the provisions of this Act apply, if the following conditions are met:

A member may not stop participating in a meeting held under this clause by disconnecting the member’s telephone or videolink or other means of communication without the express consent of the person presiding at the meeting.

A minute of the proceedings at a meeting held under this clause is sufficient evidence of those proceedings, and the observance of all necessary formalities, if certified as a correct minute by the person presiding at the meeting.

The Council must observe the rules of natural justice but, subject to that requirement, may receive as evidence any statement, document, information, or matter, whether or not it would be admissible in a court of law.

Subject to this Act and any regulations made under this Act, the Council may regulate its procedure in such manner as it thinks fit.

The Council may from time to time appoint 1 or more committees of the Council, and—

The Council may from time to time, by written notice, delegate any of its functions, duties, or powers (other than powers of decision concerning discipline under this Act) to any committee appointed under clause 10.

Unless otherwise provided in the delegation, a delegate may exercise a function, duty, or power of the Council delegated to it under this clause in the same manner and with the same effect as if the delegate were the Council, but may not further delegate the function, duty, or power.

Any delegation under this clause may be revoked at any time, and the delegation of a function, duty, or power does not prevent the Council from exercising the function, duty, or power itself.

Every delegate purporting to act under any delegation under this clause is, until the contrary is proved, presumed to be acting in accordance with the terms of the delegation.

The Council must provide for the safe custody of the common seal of the Society, which must be in such form as the Council decides.

The common seal may be used only by the authority of a resolution of the Council, or of a committee of the Council, and every document to which the seal is affixed must be signed by 2 persons, each of whom is—

The seal of the Society must be judicially noticed in all courts and for all purposes.

A contract or other enforceable obligation may be entered into by the Society as follows:

Paragraphs (b) and (c) of subclause (1) do not prevent the Society from entering into any obligation in accordance with paragraph (a) of that subclause.

Despite subclause (1), no obligation entered into by or on behalf of the Society, under the authority of a general or specific resolution of the Council, is invalid only because the obligation was not entered into in accordance with this clause.